ANCILLARY AGREEMENTAncillary Agreement • April 2nd, 2008 • Commonwealth Biotechnologies Inc • Services-commercial physical & biological research • Virginia
THIS ANCILLARY AGREEMENT (“Agreement”) is made and entered into this 28th day of March, 2008, by and between Commonwealth Biotechnologies, Inc., a Virginia corporation (“CBI”), and Venturepharm Laboratories Limited, a Cayman Islands limited company (“VPL”). CBI and VPL are hereinafter sometimes referred to individually as a “Party” or collectively as the “Parties.”
Letterhead of Commonwealth Biotechnologies Inc.] March 28, 2008Share Sale Agreement • April 2nd, 2008 • Commonwealth Biotechnologies Inc • Services-commercial physical & biological research
In consideration of Venturepharm Laboratories Limited, a Cayman Islands limited company (“Venturepharm”), entering into a Share Sale Agreement (the “Share Sale Agreement”) with PharmAust Limited, an Australian limited company (“PharmAust”) to purchase 2,150,000 restricted shares of the common stock (collectively, the “Sale Shares”) of Commonwealth Biotechnologies, Inc., a Virginia corporation (“CBI”), on or about March 28, 2008, and with knowledge that Venturepharm is relying on this letter in connection with such acquisition and would not complete such acquisition without this letter, CBI hereby acknowledges and confirms to Venturepharm as follows:
VOTING AND LOCK-UP AGREEMENT March 28, 2008Voting and Lock-Up Agreement • April 2nd, 2008 • Commonwealth Biotechnologies Inc • Services-commercial physical & biological research • Virginia
Reference is made to the Share Sale Agreement dated as of March 28, 2008 (the “Purchase Agreement”) between PharmAust Limited., an Australian limited corporation, (“PharmAust”), and VenturePharm Laboratories Limited (“VPL”). Pursuant to the terms of the Purchase Agreement, VPL has agreed to acquire, subject to, among others, applicable regulatory approvals, from PharmAust 2,150,000 shares of common stock, without par value per share (the “Shares”), of Commonwealth Biotechnologies, Inc. (“CBI”). In connection therewith, CBI and VPL, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:
COMMONWEALTH BIOTECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2008 • Commonwealth Biotechnologies Inc • Services-commercial physical & biological research • Virginia
THIS AGREEMENT is made as of March 28, 2008, by and between Commonwealth Biotechnologies, Inc., a Virginia corporation (the “Company”), and Venturepharm Laboratories Limited, a Cayman Islands limited company (the “Stockholder”).
